ONTARIO
SUPERIOR COURT OF JUSTICE
BETWEEN:
Cedarwoods Park Association Inc.
Applicant
– and –
Regina Tolentino and Those Additional Parties Set out on Schedule “A”
Respondents
M. Kathleen Kinch for the Applicant
Jennifer Savini and Samantha Foster for the Respondents Scott Renouf, Mel Renouf and Kevin Brownlee
AND:
Melvin Renouf, Scott Renouf and Kevin Brownlee
Applicants by Counter-Application
- and –
Cedarwoods Park Association Inc.
Respondents by Counter-Application
M. Kathleen Kinch for the Respondent
HEARD: August 21, 2017
ruling on applications
Boswell J.
OVERVIEW
1Cedarwoods Park is a summer recreational park for trailer and cottage use, located in Northumberland County. It consists of a single parcel of land along the Crowe River, which has been divided into some 288 lots. One may acquire an ownership interest in the Park by purchasing one or more of the 288 co-tenancies created when the Park was developed. Each co-ownership interest entitles one to exclusive possession of one of the 288 lots in the Park for a period of 21 years less a day, subject to renewals.
2The Park was established about 35 years ago. There has been periodic litigation about its management. Its original Constitution, enacted on July 1, 1983 provided that the Park would operate as an Association, with a nine member Board of Directors, to be duly elected by the tenants in common (whom I will refer to as the “Members” of the Association). The Board of Directors were to essentially be responsible for the management of the Park.
3A rift amongst the Members resulted in litigation in the mid-1990s. The litigation was resolved by Minutes of Settlement that were embodied in the order of Justice Sam Murphy dated November 7, 1997 (the “Murphy Order”). Amongst other things, the Murphy Order provided for the Park to be temporarily managed by two managers, rather than a Board of Directors.
4In 2009 the Members voted, in accordance with the terms of the Murphy Order, to reinstall the Board of Directors. A year later the newly elected Board incorporated the Association. The Association, as incorporated, applies to the Court for an order vacating the terms of the Murphy Order, as having, in effect, been superceded by events occurring since the Order was made.
5The Association named each of the Members as a party respondent to the application. Three of the named respondents filed a joint Notice of Appearance: Scott Renouf, Melvin Renouf and Kevin Brownlee. These three respondents also commenced a counter-application. They are seeking the following relief:
(a) A determination that the Board of Directors did not have the authority to incorporate the Association;
(b) A declaration that By-Laws purportedly enacted in 2010 are not binding on the Members; and,
(c) An order that the applicant provide independently audited financial statements for the period July 3, 2010 to date.
6I have distilled the issues raised by the parties into three principal ones and I will deal with them in this order: (1) Was the Association validly incorporated in July 2010? (2) To what extent is the Murphy Order still valid and subsisting? And (3) Should the financial affairs of the Association be subject to an outside audit?
ISSUE ONE: THE INCORPORATION
7As I noted, one of the respondents’ arguments is that the applicant is not the authorized voice of the Members and has no legal authority to bring this application. This issue was raised as a preliminary matter at the hearing of the application. In the interests of efficiently, the application was fully argued, notwithstanding that a decision was not immediately rendered on the preliminary issue.
8After some discussion between counsel, the applicant’s counsel advised the court that the applicant was actually a Member as well, by virtue of its ownership of one lot in the Park. I gather that the submission is that, if nothing else, it has standing to bring this application as a member of the Association. Out of an abundance of caution, counsel for the applicants also indicated that all nine members of the Board of Directors of the applicant were to be added as individually named applicants. I was not provided with a current list of the members of the Board, but as I understand it, they are: Brian Freeman, Maria Findlay, Sue Nicholls, Edna Findlay, Lynda Brownlee, Annette Hughes, Steve Gliddon, Sherry Harripersad and Mike Kastner. These individuals shall be added as party applicants in proceeding 29/17 at the request of the applicant, and on an unopposed basis.
9Notwithstanding the re-constitution of the applicants, the authority of the corporate applicant to act on behalf of the Members remains a live issue, as does the validity and enforceability of a set of By-Laws purportedly enacted in July 2010.
Applicants’ Position
10The applicants assert that the original Constitution was amended by two votes occurring on September 5, 2009 and July 3, 2010, which carried by a 2/3 majority of voting Members on each occasion. The effect of the amendment was to provide that any future constitutional amendments could be achieved by a single vote, with a 2/3 majority of Members voting in support.
11They further assert that following the amendment of the Constitution on July 3, 2010, a further vote was passed by a 2/3 majority of voting Members, that revoked the original Constitution and By-Laws and replaced them with a new set of By-Laws that now govern the corporate Association. The Association incorporated a month later by way of Letters Patent.
Respondents’ Position
12The respondents assert that the original Constitution remains in force. It was never properly revoked. It does not provide for the incorporation of the Association, nor does it grant the Board of Directors authority to incorporate the Association without a Constitutional amendment.
13The respondents point to an absence of documentation supporting the voting provisions that are a prerequisite to any Constitutional amendment.
Analysis
14Based on the limited evidentiary record before me, it appears that the Park was created by Melvin Renouf and Seymour Estates Inc. sometime prior to 1981. They were the registered owners of the lands comprising the Park in the early 1980s. In May 1983 they conveyed 2/288ths of the lands to Melvin’s wife, Roberta Renouf.
15From what I understand, Roberta Renouf’s deed followed a template for transfers to future tenants in common. In addition to the grant of a 2/288ths interest in the Park lands, it provided that she was to enjoy exclusive use of certain named lots in the Park. It provided further that all tenants in common would meet on July 1, 1983 to elect a nine-person Board of Directors to manage the affairs of the Park. Moreover, at the meeting on July 1, 1983, a Constitution and By-Laws were to be agreed upon by the tenants in common and would be binding on each of them.
16A Constitution was duly enacted on July 1, 1983. It provided for an Association of the tenants in common to be managed by a democratically elected Board of Directors. The Association was to be called The Cedarwoods Park Association.
17Paragraph 5 of the Constitution set out the general powers of the Board of Directors:
The Directors may administer the affairs of the Park in all things and make or cause to be made for the Park or the Association in its name any kind of contract which the Association may lawfully enter into and, save as hereinafter provided, generally may exercise all other powers and do all such other things and acts as the Board is entrusted to do by the registered Deeds.
18Nothing in the Constitution or the registered Deeds gave the Board of Directors authority to incorporate the Association.
19Section 29 of the Constitution provided for amendments to be made to it by a 2/3 majority vote of the Members at two consecutive general meetings to be held at least 30 days apart, one of which was to be an annual general meeting.
20The Cedarwoods Park Association Inc. was incorporated by Letters Patent on August 10, 2010. The respondents say it was beyond the authorization of the Board of Directors to incorporate the Association. In their submission – and I agree with them – such a fundamental change in the character of the Association would require an amendment to the Constitution.
21The applicant asserts that appropriate steps were indeed taken to amend the Constitution. My review of the evidentiary record – particularly the Minutes of Annual General Meetings and Special Meetings, reveals the following:
(a) At the Annual General Meeting on July 4, 2009, the Members voted 37-1 in favour of reverting to a Board of nine Directors, thereby replacing the two managers installed by the Murphy Order;
(b) A Special Meeting was arranged for September 5, 2009. On the agenda was a proposal to amend the Constitution by the following provision:
This Constitution may be amended by the tenants by a two-thirds majority vote of paid-up tenants at the Annual General Meeting, or a Special Meeting called for that purpose. Copies of proposed amendments must be provided to all tenants at least 14 days prior to the GM or Special Meeting.
The motion passed unanimously at the Special Meeting on September 5, 2009.
(c) Minutes of a meeting of the Board of Directors on April 17, 2010 indicate that the Board voted at that time to incorporate. No approval of the Members was sought. In a report to the Members in advance of the July 3, 2010 Annual General Meeting, the Members were advised that the Board had already incorporated the Association, even though the Letters Patent were not actually issued until August 10, 2010;
(d) According to the affidavit of Brian Freeman – the President of the applicant – the motion to amend the Constitution – originally voted on at the September 5, 2009 Special Meeting – was voted on again at the July 3, 2010 Annual General Meeting and passed. In support of this assertion, he referred to Minutes from that meeting. The Minutes, however, show that a vote was taken to revoke the former By-Laws and Constitution and replace them with new By-Laws. This is not the same motion as the amendment of the Constitution. Moreover, the Minutes do not reflect that it was approved by a 2/3 majority.
22The evidentiary record supports the following findings:
The decision to incorporate the Association would require an amendment to the Constitution;
The initial motion to amend the Constitution to reduce the number of votes required for future amendments from two to one was voted on just once – on September 5, 2009 and never confirmed by a second vote, as required by the Constitution;
The motion to revoke the Constitution and By-Laws was voted on just once. There is no indication that it was accepted by a 2/3 majority of the members and, in any event, was never confirmed by a second vote, as required by the Constitution.
23I appreciate that Mr. Freeman said in cross-examination on his affidavit that he recalled a second vote on the Constitutional amendment having taken place at the AGM on July 3, 2010. I am not prepared to accept that such a vote took place, or that it was passed by a 2/3 majority, when the Minutes of the meeting reflect no such vote occurring. That the Minutes would reflect other votes, but not a vote to amend the Constitution, is too large a hole for me to overlook.
24In any event, there was never an amendment made to the Constitution that would have authorized the Board of Directors to incorporate the Association. At its highest and best, there was purportedly a successful vote to repeal and replace the Constitution and By-Laws, but the new constitutional documents merely reflect the fact that the corporation exists, as though it were a fait accompli.
25In the result, in my view, the applicant, though a valid corporation, does not at present have standing to represent the Members. The original Constitution remains in force and governs the affairs of the Association, unless and until it is amended in accordance with its terms.
26That said, there is no issue that the Board of Directors is validly constituted and there is no issue that they have standing to bring this application. There remain two other issues to determine, namely the status of the 1997 Order and the respondent’s request (by way of counter-application) that an outside financial audit take place. I will address these issues in turn.
ISSUE TWO: THE MURPHY ORDER
Applicants’ Position
27The Murphy Order was the manifestation of a settlement between litigating factions in the Park in 1997. The applicants assert that the Order provides for the creation of a receivership-like governance of the Park by two managers. All of the provisions of the Order are, the applicants contend, ancillary to the two-manager system. The Order also provided that the Members could opt out of the two-manager system by voting to return to a Board of Directors.
28The applicants argue that since the Members voted in 2009 to return to governance by a Board of Directors, the Murphy Order ceases to be of any consequence. It is superceded, they submit, by the 2009 vote.
Respondents’ Position
29The respondents assert that the Board of Directors want to rid themselves of the Murphy Order because it prevents them from charging maintenance fees on unoccupied lots. The Association is being sued presently in Small Claims Court in Cobourg in relation to the maintenance fees issue. The respondents submit that this application is an end run around the Small Claims Court proceeding.
30The respondents further assert that the Murphy Order is needed as much now as ever, in order to ensure the orderly governance of the Park.
Analysis
31The Murphy Order does not include a “sunset clause”. It does not expressly provide that its terms are contingent upon the two-manager system remaining in place.
32The Order was based on an agreement between the settling parties. It is appropriate, in my view, that the court do its best to interpret what the intentions of the parties were, when they executed the Minutes of Settlement that were then embodied in the court order.
33Contractual disputes have historically been a rich source of business for courts. Over the years some relatively straightforward principles have emerged that offer guidance in the interpretation of agreements. These principles were summarized by the Court of Appeal in Ventas, Inc. et.al. v. Sunrise Senior Living Real Estate Investment Trust et. al., 2007 ONCA 205, 85 O.R. (3d) 254, at page 10. Specifically, an agreement should be interpreted:
(a) as a whole, in a manner that gives meaning to all of its terms and avoids an interpretation that would render one or more of its terms ineffective;
(b) by determining the intention of the parties in accordance with the language they have used in the written document and based upon the “cardinal presumption” that they have intended to say what they have said;
(c) with regard to objective evidence of the factual matrix underlying the negotiation of the contract, but without reference to the subjective intention of the parties; and,
(d) in a fashion that accords with sound commercial principles and good business sense, and that avoids a commercial absurdity.
34I will note, at the outset, that I have almost no evidence regarding the factual matrix underlying the negotiation of the agreement to settle the prior litigation. I am aware, obviously, that the agreement represents a resolution of litigation after a three day hearing. But I have none of the pleadings from the prior litigation and am not able to say what the issues were, nor what the positions of the parties were. I understand from Mr. Freeman’s affidavit dated March 17, 2017, that only sixteen of the seventy parties named in the former litigation are still Members of the Association today.
35Having reviewed the Murphy Order, it is apparent that the Members of the Association had split into two factions by 1997. Those factions apparently could not agree on how the Park should be managed. The Murphy Order provides, implicitly at least, for a suspension of the Constitution and By-Laws of the Association, in favour of a court-ordered system of governance: the two-manager system.
36Each of the two factions had the right to appoint a manager of their choosing, save for a list of excluded individuals who could not be appointed.
37Most of the Order is related specifically to the two-manager governance model. That model has faded into history and with it, the significance of those portions of the Order that concern it. Some of the provisions of the Order, however, were clearly meant to have indefinite effect and are not dependent on the continuation of the two-manager system.
38With respect to the specific provisions of the Murphy Order, I find as follows:
(a) The Order is 28 paragraphs long. Paragraphs 1-10 and 17 specifically deal with the appointment of the two managers and their ancillary powers. Given that the Members opted to revert to governance by a Board of Directors in 2009, none of those paragraphs have any ongoing operative effect;
(b) Paragraph 11 provides that there shall be no maintenance fee for any unoccupied lot. While it goes on to say that the Managers shall have no legal authority to impose such a fee, I am not persuaded that the prohibition against maintenance fees on unoccupied lots was intended to be a temporary measure. The structure of the settlement was to provide generally for the appointment of two managers and to establish their authority. In addition, the agreement appears to settle certain, specific issues that were contentious at the time. One of those issues involved whether maintenance fees should or could be charged on unoccupied lots. The Order is clear: they cannot be. In my view, that provision has continuing effect unless varied or terminated on consent. A complicating factor is that only a fraction of parties to the former litigation remain Members of the Association. It seems to me that should the Association wish to amend that provision of the Order, it may do so at either an Annual General Meeting, or a Special Meeting organized for the purpose of voting upon the imposition of maintenance fees for unoccupied lots. A simple majority of votes will carry the issue one way or the other;
(c) Paragraphs 12 and 14 deal with a vote to be conducted on July 1, 2000. They are no longer operative;
(d) Paragraph 13 addressed voting procedures and eligibility for the July 2000 vote. That said, paragraphs 15 and 26 provided that eligibility for all future elections would be determined in accordance with paragraph 13. In my view, it is clear that these provisions were intended to continue indefinitely;
(e) Paragraph 16 set the fiscal year end for the Association at December 31. This provision continues to be operative;
(f) Paragraph 18 relates to the hydro for the pump house and again, would appear to be a provision with ongoing effect;
(g) Paragraphs 19 and 20 relate to a payment of $14,000 to be made by Melvin Renouf, Seymour Estates Inc. and Roberta Renouf on or before November 7, 1999. I have no evidence about whether the payment was actually made, but if it was not, the limitation for suing for it has long expired. This provision is no longer of operative effect;
(h) Paragraph 21 provides that the Minutes of Settlement will be converted into an Order, while paragraphs 22 and 23 provide for mutual releases between the specific parties to the former proceeding;
(i) Paragraph 24 and 27 relate to the servicing and sale of lots by Melvin Renouf, Roberta Renouf and/or Seymour Estates Inc. I have no evidence as to the status of any lots owned by these parties, but it would not appear that this provision was in any way bound up with the two-manager system of governance. In my view, these provisions remain in effect;
(j) Paragraph 25 provided that any past Board or Association resolution dealing with exemption for lots from paying maintenance fees are void. It seems to me that this paragraph remains operative, though it does not have future effect. It would
(k) Finally, paragraph 28 simply provided that the claim and counterclaim were otherwise dismissed without costs.
39In the result, having considered the settlement/order in accordance with the principles enunciated in Ventas, the following provisions of the Murphy Order are no longer operative and are vacated: paragraphs 1-10, the second sentence of paragraph 11, 12, 14, 17 and 19-23. The balance of the Order remains in force and effect.
ISSUE THREE: THE OUTSIDE AUDITOR
Applicants’ Position
40The applicants oppose an outside audit. They submit that there is already in place a financial management procedure, including an audit committee who follow an established protocol to monitor the finances of the Association.
41Moreover, since the request is to audit the corporation, s. 310 of the Corporations Act, R.S.O. 1990 c. C.38 must be complied with. It requires that at least ten percent of the Membership apply for the audit. Here there are only three members applying.
42The applicants also say the cost will be prohibitive for an Association dependent on modest membership fees for its operating budget.
Respondents’ Position
43The respondents submit that Cedarwoods Park Association Inc. has wrongfully held itself out as authorized to act on behalf of the Members of the Association. The respondents raise concerns about transparency and responsibility. They point to problems that have been occurring since the corporation came into being including:
(a) Issues relating to the lack of insurance of the common areas of the Park;
(b) The granting of a hydro easement by the corporation;
(c) The rental of lots to non-Members and the lack of accounting for rental income;
(d) The inconsistent imposition of maintenance fees on unoccupied lots, contrary to the Murphy Order;
(e) The failure of the corporation to follow an established auction procedure for the sale of lots behind on maintenance fees and taxes; and,
(f) There are some discrepancies in the financial statements as prepared by the Association’s bookkeeper. For instance, there are two different versions of financial statements for 2010 that show different amounts be incurred, or budgeted, for legal fees. One says $0. The other says $5,000.
Analysis
44In September 2015, a number of Members petitioned the Board of Directors to obtain an external audit. By my count, there were some 51 Members who signed the petition. The issue was put over to the next Annual General Meeting. The Board recommended at the meeting that an external audit not be conducted. Kevin Brownlee, one of the respondents/applicants by counter-application, made submissions to the membership at the meeting. The Board’s recommendation was carried by a majority vote of the attending Members. No external audit was pursued.
45Now, a year later, three Members are asking the court to order an external audit, notwithstanding the majority vote of the membership. The Member leading the charge appears to be Scott Renouf; he is the one who signed the affidavits in support of the respondents’ position. Scott Renouf acquired became a Member of the Association only in 2015.
46The request in the counter-application is for Cedarwoods Park Association Inc. to provide independently audited financial statements for the period July 3, 2010 to date.
47In my view, the respondents are not in compliance with s. 310 of the Corporations Act and, on that basis alone, this part of their counter-application fails. It appears to me that one of the factors animating s. 310 of the Corporations Act is the need to ensure that sufficient shareholders or members are in favour of the application proceeding. Otherwise, one or two grumbling members could cause substantial expense to be incurred, when the general membership is not in favour of such an audit.
48In this case it is apparent that the majority of Members were not in favour of incurring the cost of an external audit.
49Even without the operation of s. 310 of the Corporations Act, I would not have granted the request for an external audit. I say that for the following reasons:
(a) I have no reliable evidence about what the cost of the audit is likely to be. I expect it would be expensive, given that six years of audited statements are sought. I have been provided with no evidence as to how the audit is to be paid for or whether it is even feasible from a cost point of view. I am also unable to engage in a cost/benefit analysis which, in my view, would be appropriate;
(b) I am of the view that the respondents’ concerns about the way in which the Association has been operated are petty and more than likely arise from personal grievances that have carried on in this little enclave for thirty years or more. Even taken collectively, they amount to small beer. I do not include in this comment the concerns about the validity of the incorporation of the Association. That was, as I have found, a valid concern;
(c) There is an audit committee in place to review the yearly finances of the Association. It consists of three individuals, none of whom are directors. The express purpose of the audit committee is “to ensure the membership of Cedarwoods Park that there is proper stewardship of the monies that are collected”. To my knowledge, the audit committee has never expressed any concerns either with the stewardship of the funds collected, or with their access to the books and records of the Association; and,
(d) This is a small, democratically run Association. If the respondents have concerns about (1) how the Association is being run; or (2) how its finances are being handled, they should engage in the democratic process by either running for a seat on the Board of Directors, or at least standing for a position on the audit committee.
CONCLUSION
50In conclusion, I make the following orders in relation to the application and counter-application:
(a) The applicant, Cedarwoods Park Association Inc. has no authority to act for the Cedarwoods Park Association or its Members;
(b) The 1983 Constitution has not been properly revoked and continues to govern the operation of the Park. The By-Laws purportedly enacted in July 2010 have no force or effect in terms of the management of the Park;
(c) Paragraphs 1-10, the second sentence of paragraph 11, 12, 14, 17, and 19-23 of the Order of Murphy J. dated November 7, 1997 are vacated. The balance of the order remains in force and effect; and,
(d) The balance of relief sought by any of the parties is dismissed.
51If the parties cannot agree on the issue of costs, they may submit written submissions, not to exceed 2 pages in length, on the following turnaround. The applicants’ submissions will be due by October 4, 2017. The respondents’ submissions will be due by October 18, 2017. The applicants may submit brief reply by October 25, 2017. All submissions are to be delivered electronically to my assistant, Diane Massey at diane.massey@ontario.ca.
Boswell J.
Released: September 20, 2017
Schedule “A”
Additional Respondents
Arturo Anotonia, Justin Apt, Benny Aucoin, George Bacus, Erica Bagadiong, Randy Baker, Augustine Barry, Lanie Bartolome, Aaron Best, Mahendra Bhagaloo, Akashdip Boodram, Noel Bourassa, Richard Brazier, Joseph Brown, Gemma Brown, Browne (Aitcheson Law Office), Kevin Brownlee, Lynda Brownlee, Kevin Brownlee, Helena Caceres, Vilma Caceres, Robolso Calubayan, Palermo Calubayan, Nector Calubayan, Jacqueline Gomez, Joseph Cooke, Cedarwoods Summer Cottages Limited, Terry Dale, Lisa Davidson, Zesen Deng, Sebastiano Dimartino, Robert Donald, Gail Dormon, Susanna DSouza, Joseph Loba, Russell Duffield, Hallie Chambers, David Edwards, Maggie Edwards, Deborah Edwards, Allen Ernst, Epigenia Esanco, David Estabrooks, Soledad Estrada, Reynaldo Facun, Manuel Faria, Francisco Louro, Edna Findlay, Wilbert Francisco, Brian Freeman, Marjorie Freeman, Richard Daniel Frise, Jorge Luis Garcia, Rosa Garcia, Marie Rose Gardner, George Gardner, Len Gardner, Cleveland Gardner, Helene Gerolimaitou, Steve Gliddon, Vadim Glukhov, Maricel Graneta, Rey-Al Graneta, Roger Graveline, Robert Gray, Theodaore Green, Doris Greer, Ibbis Gutierrez Ramirez, Kare Cerna Perez, Harvey Halle, Sherry Harripersad, Emma Hatten, Len Healy, Kelly Healy, Marie Hebert, Yvonne Heroux, Jeffrey Kaposy, William Hettler-Kautter, Russell Homewood, Tracie Homewood, Karrie Homewood, Christopher Hulbert, John Irwin, Gary Island, Allen Johnson, Horace Makeka, Howard Joseph Kameka, Mike Kastner, Sinniah Kathirgamanathan, Hideet Khokha, Shyam Kissoon, Ben Koropatwa, Peter Krahn, Milady Kuba, Angela Kyle, David Lawlor, Rebecca Liongco, Michael Locke, John Lockrey, Filipe Lourenco, Hung Trong Luong, Nicolas Maagdenberg, Marie Malliet, Mike Matthews, Michael Maximenko, Allen McCran, Mat McLlmoyle, Brent McKee, Paul Meagher, Euruy Melis, Stanley Mendyk, Gary Mercier, Herminia Montero, Kenneth Mooney, Leonardo Moreno, Jose Morgado, Walter Morgan, Matthew Morgan, Gary Mugford, Dushyanthi Muthiah, Dimitra Mylonas, Mathivathanan Nagarajah, Arulpirabakar Nalliah, Arulpirarangha Naliiah, Ssinnathulai Navaranjan, Don Nicholls, Suzanne Nicholls, Antonio Nietes, Palmero Calubayan, Caridad Pascual, Ricardo Dacucos, Bernie Peters, Michael Pocrnic, Jodie Roet, Linda M. Price, Tina Purdy, Mark Willson, Brandon Ramkhalwan, Shannon Ramkhalwan, Erro Mahabir, Avinash Ramroop, George Reed, Walter Renouf, Melvin Renouf, Scott Renouf, Greg Renouf, Calvin Rheubottom, Marge Richard, M. Rivera, Rosanno Sarmiento, Lois Schatzley, Joseph Seberras, Meeri Seerras, William Shipman, David Smith, Jeremy Sneyd, Ariel Songco, Velmuragaiah Thambirajah, Anne Troyon, Welsey Tulley, Stephen Turcott, Paulita Valmadrid, Richard Velarde, Lorenzo Villanuevea, Raymon Villaraza, Mary Vye, Tim Wayland, Carolyn Cardona, Rudy Wenzl, Hillary White, Mark White, Terenece White, Gail Wilson, Aaron Wyatt, Alfredo Yokingco